WASHINGTON, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                                 Date of Report:

                                 April 30, 1996

                                  DESIGNS, INC.
             (Exact Name of registrant as specified in its charter)

        Delaware                  0-15898                 04-2623104
(State or other jurisdiction    (Commission             (IRS Employer
     of incorporation)           File Number)         Identification No.)

      66 B Street, Needham, Massachusetts                     02194
    (Address of principal executive offices)               (Zip Code)

                                 (617) 444-7222
              (Registrant's telephone number, including area code)

Item 5.   Other Events

     Designs, Inc. (the "Company") is filing this Report with the Securities and
Exchange Commission in order to set forth in a readily available document
certain significant risks and uncertainties that are important considerations to
be taken into account in conjunction with consideration and review of the
Company's reports, registration statements, information statements, press
releases, and other publicly-disseminated documents (including oral statements
concerning Company business information made by others on behalf of the Company)
that include forward-looking information.

     The nature of forward-looking information is that such information involves
assumptions, risks and uncertainties. Certain public documents of the Company
and oral statements made by authorized officers, directors, employees, agents
and representatives of the Company, acting on its behalf, may include
forward-looking information which will be influenced by the following and other
assumptions, risks and uncertainties. Forward-looking information requires
management of the 


Company to make assumptions, estimates, forecasts and projections regarding the
Company's future results as well as the future effectiveness of the Company's
strategic plans and future operational decisions. Forward- looking statements
made by or on behalf of the Company are subject to the risk that the forecasts,
projections, and expectations of management, or assumptions underlying such
forecasts, projections and expectations, may become inaccurate. Accordingly, 
actual results and the Company's implementation of its plans and operations may
differ materially from forward-looking statements made by or on behalf of the 
Company. The following discussion identifies certain important factors that 
could affect the Company's actual results and actions and could cause such 
results and actions to differ materially from any forward-looking statements 
made by or on behalf of the Company that related to such results and actions. 
Other factors, which are not identified herein, could also have such an effect.


     Forward-looking statements of the Company are subject to the risk that
assumptions made by management of the Company concerning future general economic
conditions such as recession, inflation, interest rates, tax rates, consumer
spending and credit and other future conditions having an impact on retail
markets and the Company's business may prove to be incorrect. Adverse changes in
such future economic conditions could have an adverse affect on the Company's


     The casual apparel industry is intensely competitive and subject to rapid
changes in consumer preferences and fashion trends. A significant marketing or
promotional success by one or more of the Company's existing or yet to be
established competitors could adversely affect the Company's competitive
position. In addition, in the United States, where the casual apparel market is
mature, sales growth may depend in part on whether the Company can increase its
market share at the expense of its competitors.


     Competition in markets for the Company's products occurs in a variety of
ways, including, among other factors, price, quality, reputation, brand image
and recognition, ability to anticipate fashion trends and customer preferences,
store design and location, inventory control, quality control of the Company's
products, advertising and customer service. Factors that will affect the
Company's competitive position in the future include uncertainties associated
with product procurement from foreign sources, dependence upon foreign
manufacturing operations, the Company's ability to offer consumers a broad
selection of merchandise, and the Company's ability to manage operational
changes required to transition the Company from a single vendor retailer to a
vertically integrated retailer.

                                     - 2 -


     The intensity of the competition faced by the Company and the rapid changes
in consumer preferences that can occur in the casual apparel markets pose
significant risks to the Company. Many of the Company's competitors are national
and regional department, specialty and discount chain stores that offer similar
products. Many of the Company's principal competitors have greater market share
and financial resources than the Company and there are no assurances that
the Company will be able to compete successfully with these competitors in the

     On January 28, 1995, Designs JV Corp., a wholly-owned subsidiary of the
Company, and a subsidiary of Levi's Only Stores, Inc., a wholly-owned subsidiary
of Levi Strauss & Co., entered into a partnership agreement (the "Partnership
Agreement") to sell Levi'sr brand products and jeans-related products. The joint
venture established by the Partnership Agreement is known as The Designs/OLS
Partnership (the "OLS Partnership"). The Company previously announced that the
OLS Partnership may open up to a total of thirty-five to fifty Original Levi'sr
Stores and Levi'sr Outlet stores throughout eleven northeast states and the
District of Columbia (the "Territory") through January 2000.

     Levi Strauss & Co., through its wholly-owned subsidiary, Levi's Only
Stores, Inc., has opened retail stores, including Original Levi's [REGISTERED
TRADEMARK] Stores and Levi's [REGISTERED TRADEMARK] Outlet stores, in the United
States and elsewhere. Levi's Only Stores, Inc. appears to be prepared to open
additional retail stores throughout the United States. The Company understands
that such store formats, including Original Levi's [REGISTERED TRADEMARK]
Stores, Levi's [REGISTERED TRADEMARK] Outlet stores, Dockers [REGISTERED
TRADEMARK] Shop stores, Dockers [REGISTERED TRADEMARK] Outlet stores, and
Personal Pair [TRADEMARK] stores, may feature one or more Levi Strauss & Co.
brands of merchandise. While the OLS Partnership remains in existence, Original
stores opened in the Territory may only be opened by the OLS Partnership. Levi
Strauss & Co. and its affiliates currently operate and are permitted to open
retail stores based on other store formats that will compete with the Company's
stores. As described elsewhere in this Report, the Company stocks its Levi's
[REGISTERED TRADEMARK] Outlet by Designs stores and the OLS Partnership's Levi's
[REGISTERED TRADEMARK] Outlet stores exclusively with manufacturing overruns,
discontinued lines and irregulars purchased by the Company directly from Levi
Strauss & Co. and end-of-season Levi Strauss & Co. brand merchandise transferred
from the Company's Designs stores and the OLS Partnership's Original Levi's
[REGISTERED TRADEMARK] Stores. By its nature, this merchandise is subject to
limited availability and is allocated among all authorized operators of Levi's
[REGISTERED TRADEMARK] Outlet stores by Levi Strauss & Co. in its sole


     Historically, the Company has experienced seasonal fluctuations in revenues
and income, with a larger portion of each generated in the second half of the
Company's fiscal year as a result of the Back to School and Holiday seasons. The
seasonal nature of the Company's business requires the Company to increase its
inventory levels prior to the latter half of its fiscal year in preparation for
such selling seasons. The casual apparel industry has a significant lead time

                                     - 3 -


design, production and delivery of merchandise and, therefore, the Company must
commit to purchase orders and production orders well in advance of the time
when such merchandise would be available for sale to consumers. Merchandise
orders normally must be placed well in advance of each selling season when
customer preferences and fashion trends are not yet evident from customer
purchases. Since the Company must enter into commitments and contracts for the
purchase of Levi Strauss & Co. brand merchandise and the manufacture of Boston
Traders [REGISTERED TRADEMARK] brand merchandise well in advance of each
selling season, the Company is vulnerable to changes in consumer demand and
pricing shifts and to errors in selection and timing of such merchandise
purchases. If the Company fails to accurately forecast consumer demand or if
there are changes in consumer preferences or market demand after the Company
has committed to such purchase and production orders, the Company may encounter
difficulty in liquidating its inventory. These variables may have an adverse
effect on the Company and the image of the brands offered for sale by the
Company as well as its sales, gross margins and earning results.


     Almost all of the Company's revenue is derived from the operation of its
retail stores. Except for the Company's Boston Tradersr outlet stores, all or
substantially all of the merchandise sold to consumers through these stores is
merchandise manufactured by Levi Strauss & Co. and its licensees. The Company
does not now have, and never has had, any agreement with Levi Strauss & Co.
guaranteeing minimum quantities of merchandise to be supplied to the Company,
establishing a price structure for the Company's purchases of Levi Strauss &
Co. merchandise, or compelling the Company to purchase minimum quantities or
specific styles or colors of merchandise. The Company has no assurance that it
will be able to continue to purchase merchandise from Levi Strauss & Co. in
adequate quantities or on terms that are comparable to those available to other
retailers. The Company would be materially and adversely affected by any
material reductions in the availability of Levi Strauss & Co. merchandise, any
adverse change in Levi Strauss & Co. business, marketing strategy or product
mix, or any significant increase in the prices the Company must pay for Levi
Strauss & Co. merchandise. The Company also may be materially and adversely
affected in the event of negative publicity concerning the reputation of Levi
Strauss & Co. or the reputation of its merchandise.


     The Company and the OLS Partnership use certain trademarks, service marks,
trade names and brand names of Levi Strauss & Co. in their store names, displays
and advertising with the permission of Levi Strauss & Co. The Company has an 
agreement with Levi Strauss & Co. to use certain Levi Strauss & Co. trademarks 
on the Company's store 

                                     - 4 -


signs. The OLS Partnership entered into a license agreement that grants the OLS
Partnership the right to use certain service marks, trade names and trade dress 
owned by Levi Strauss & Co. The Company and the OLS Partnership make no
payments to Levi Strauss & Co. or its affiliates with respect to the use of
such trademarks, service marks and trade names. The Company, including the OLS
Partnership, could be materially and adversely affected by significant
limitations imposed on the use of Levi Strauss & Co. trademarks, service marks,
trade names, trade dress or brand names.


     The Company is the owner in the United States of the registered trademark
"Boston Traders" and certain other trademarks, service marks and trade names.
Certain of these marks are also registered, or are the subject of pending
applications, in the trademark registries of foreign countries. The Company
considers its rights in the Boston Traders [REGISTERED TRADEMARK] trademark and
its other marks in the United States and in foreign countries to be valuable
assets of the Company which may have a significant influence on the Company's
ability to expand. Any infringement upon the Company's Boston Traders
[REGISTERED TRADEMARK] trademark or its other trademarks, service marks and
trade names or any piracy  of the Company's other intellectual property or its
products would have a negative impact upon the Company's ability to promote,
market and enhance its branded merchandise.


     For almost 20 years, the Company purchased merchandise exclusively from
Levi Strauss & Co. and its licensees. In November 1994, and more significantly
in May 1995, the Company undertook a transition from being a single vendor
retailer to being a multi-brand vertically integrated retailer offering, in
and Timberland [REGISTERED TRADEMARK] brands, its own Boston Traders
[REGISTERED TRADEMARK] brand of merchandise. As part of this transition, the
Company has made significant additions to its management and staff in order to
establish product development, product sourcing and logistics capabilities.
This transition will require the Company to successfully manage new vertically
integrated operations that develop, design, source and distribute Boston
Tradersr brand products. There are no assurances that the Company will be able
to successfully transition its operations from a single vendor to a vertically
integrated retailer. There also are no assurances that the Company will be able
to successfully update, enhance and distinguish the Boston Traders [REGISTERED
TRADEMARK] brand or develop merchandise that will complement the Levi Strauss &
Co. brands sold by the Company.


     Levi Strauss & Co. informed the Company that it did not see an opportunity 
for the Company to increase the number of its Levi's [REGISTERED TRADEMARK] 
Outlet by Designs stores, nor the number of its Designs stores in the 
exclusively Levi Strauss & Co. brands format. Accordingly, the Company's 
ability to continue to increase the number of stores it operates depends, in
part, on the Company's ability to successfully develop, open and operate stores 

                                     - 5 -


that feature Boston Traders [REGISTERED TRADEMARK] brand merchandise and, in    
part, upon the OLS Partnership's ability to successfully continue to identify,
secure, open and operate new Original Levi's [REGISTERED TRADEMARK] Stores and
Levi's [REGISTERED TRADEMARK] Outlet stores within the Territory. Store
expansion also depends upon on a number of other general factors including the
Company's ability to identify and secure suitable store locations, the
negotiation of acceptable lease terms, merchandise availability and the
Company's future financial resources. The Company anticipates that new store
locations and existing store relocations will continue to be subject to new
branch opening approval policies and practices of Levi Strauss & Co. The
Company expects to continue to work closely with Levi Strauss & Co. in
evaluating product availability for existing and new store locations and must
obtain the approval of Levi Strauss & Co. before opening new stores. There are
no assurances that the Company will continue to be successful in either
obtaining suitable store locations for its new or relocated stores nor in
negotiating acceptable lease terms for such locations. Also, there are no
assurances that new stores will achieve profitability or that existing
profitable stores will remain so. There are no assurances that the Company will
be able to develop a new store format featuring the Boston Traders [REGISTERED
TRADEMARK] brand, or that, if developed, any new store based upon such store
format will be successful.

     The OLS Partnership has a ten year term. However, the Partnership
Agreement contains certain exit rights that enable either partner to buy or
sell their interest in the OLS Partnership, including the right to buy or sell
particular stores operated by the OLS Partnership. The Company would be
materially and adversely affected if, following January 2000, Levi Strauss &
Co. or its affiliates were to purchase the profitable Original Levi's
owned and operated by the OLS Partnership and either cause to remain in the OLS
Partnership or to seek to require an affiliate of the Company to purchase any
unprofitable Original Levi's [REGISTERED TRADEMARK] Stores and Levi's


     For almost 20 years the Company has enjoyed the benefit of being
closely identified with Levi Strauss & Co. As the Company continues to feature
its own and other brands of merchandise, the Company will increasingly rely
upon its own advertising and promotional efforts to build and enhance brand
image.  Historically, the Company has received co-operative advertising
allowances from Levi Strauss & Co. that have funded as much as one third of all
advertising expenditures.  As the Company decreases the proportion of Levi
Strauss & Co. brand merchandise, the advertising allowances associated with the
Company's advertising will decrease proportionately.  Accordingly, the
Company's business will require increased investments in marketing and
advertising. There are no assurances that such increased investment will be
financially possible or, if undertaken, will result in increased sales.

                                     - 6 -



     The Company's Boston Traders [REGISTERED TRADEMARK] products are primarily
manufactured outside of the United States and, to a lesser extent, within the
United States. To the extent that the Company succeeds in its efforts to expand
sales of Boston Traders [REGISTERED TRADEMARK] merchandise, the Company will
become increasingly dependent upon unaffiliated foreign and domestic firms for
the sourcing of its products. Foreign manufacturing and, to a lesser extent,
domestic manufacturing are subject to a number of risks, including work
stoppages, transportation delays and interruptions, political instability,
foreign currency fluctuations, economic disruptions, expropriation,
nationalization, the imposition of tariffs and import and export controls and
quotas, changes in governmental policies (including United States policies
towards these foreign countries) and other factors which could have an adverse
effect on the Company's business. Further, revocation of "most favored nation"
status for, or the imposition of trade sanctions against foreign countries in
which the Company's manufacturers operate could have an adverse affect on the
Company's business. The Company has not entered into long-term contractual
arrangements with its foreign or domestic manufacturers. The loss of any one or
more of its foreign or domestic manufacturers could have an adverse effect on
the Company's business until, if at any time, suitable alternative supply
arrangements were secured.


     The Company depends upon its unaffiliated firms to source high-quality
products in a timely and cost-efficient manner and relies upon the availability
of sufficient production capacity and the ability to utilize alternative sources
of supply. In addition, if these sources were to experience significant
shortages in raw materials used in the Company's products, it could have a
negative effect on the Company's business, including increased costs or
difficulty in delivering product.


     The Company is subject to the normal risks of litigation with respect to
its business operations.


     This Report contains cautionary statements concerning certain factors that
may influence the business of the Company and are made as of the date of this
Report. Such factors are subject to change. The cautionary statements set forth
in this Report are not intended to cover all of the factors that may affect the
Company's business in the future. Forward-looking information disseminated
publicly by the Company following the date of this Report may be subject to
additional factors hereafter published by the Company.

                                     - 7 -



     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                        DESIGNS, INC.

Date:  April 30, 1996                   By: /s/ Joel H. Reichman
                                                Joel H. Reichman, President and
                                                   Chief Executive Officer

                                      - 8 -